24.	SECURITIES PURCHASE AGREEMENT

On April 9, 2013, the Company entered into an equity line agreement for $5,000,000. Funding under the agreement is subject to certain conditions prior to closing and registration statement on Form S-1.Under the agreement, a purchase commitment fee of 5% of the commitment amount, or $250,000, is payable in three tranches of restricted shares of common stock. The first tranche representing 50%, or $125,000, of the commitment fee was payable upon execution of the security purchase agreement. The second tranche of 25%, or $75,000, is payable 90 days after issuance of the first tranche. The third tranche of 25%, or $75.000, is payable 90 days after issuance of the second tranche. Per the agreement, at no time shall the investor be issued shares of common stock in excess of 9.99% ownership of the outstanding shares of common stock of the Company. Upon successful registration on Form S-1 by the Company, the investor will purchase $5,000,000 in stock from the Company in accordance with terms and conditions of the agreement. Purchase price per the agreement is 85% of market price calculated using the volume weighted average stock price for five consecutive trading days after the Company provides advance notice of purchase request. Advance notices cannot be delivered sooner than ten trading days apart, and at no time my advances result in the investor beneficially owning in excess of 9.99% outstanding shares of common stock of the Company.

As of the three months ended June 30, 2013, the Company had not issued the first tranche of the commitment fee payable in restricted common stock. As a result, 462,963 shares of restricted common stock, or $125,000, are included in stock payable as presented on the face of the statement of stockholders’ deficit at June 30, 2013. The Company capitalized the $125,000 commitment fee, and will amortize over the life of the agreement, or 36 months. For the three months ended June 30, 2013, $8,680 was amortized. The net commitment fee is included in other assets on the balance sheet.